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HMRC internal manual

International Manual

Cash pooling: Introduction to cash pooling

Most multi-national enterprises (“MNEs”) will have a cash pooling arrangement in place, normally administered by either a treasury company (for larger groups, also providing a range of treasury activities) or a group finance company (for smaller groups, with activities normally limited to cash pooling and longer term funding).

Cash pooling is used to manage the group’s cash position on a consolidated basis, effectively concentrating the group’s cash in one place. Arrangements seek to maximise the return for the group as a whole on their cash, minimise the cost of funding and give visibility to the group’s cash and currency position.  Cash pooling arrangements are normally set up with the help of the group’s third party bank, and allow the group to net off the credit and debit positions of the individual group companies, for the purpose of calculating the net interest payable/receivable.

Example 1

A group consists of four companies, which have differing funding requirements over the period of a year, as shown in the table below.  The interest rates applied to balances are as follows (likely in reality to be margins over/under the respective LIBOR rates for the specific currency, but for illustration purposes shown as fixed rates):

Deposit rate (instant access) 0.5%
   
Borrowing rate (repayable on demand) 2.5%

 

It is assumed that these amounts do not fluctuate for 12 months.

Company Jurisdiction Funding required (-) £000’s Excess funds held (+) £000’s Interest payable
(-) or receivable (+) £000’s          
           
  A Ltd UK -10,000   -250
  B GmbH Germany -30,000   -750
  C Sarl Luxembourg   40,000 200
  D NV Netherlands      
  Total   -40,000 40,000 -800

 

In Example 1 provided above, if no cash pooling arrangement is in place, the group’s net interest payable to the third party bank is £800k.

However, the aggregate balance owed to the third party bank throughout the year was nil (£40 million funding required and £40 million deposited).  If a cash pooling arrangement was put in place, with D NV being the cash pool header company administering the cash pool, interest would only be charged by the third party bank on the net balance, which is nil.  This means that the group overall receives a benefit of £800k as a saving of external interest payable.  This can also be calculated as the spread between the deposit rate and the borrowing rate (2.5%-0.5%=2%) multiplied by the balance owed (2% x £40 million = £800k), demonstrating that the spread that the third party bank would have earned on the depositing and borrowing has been enjoyed by the group.

From a transfer pricing perspective, the key question is how the £800k benefit from the arrangement should be allocated between the four companies (see INTM503130).

It should be noted that there are usually significant complexities in calculating the “group benefit” of the cash pool due to fluctuating balances, different currencies, and the fact that the amounts deposited by group companies rarely match the amounts borrowed by group companies, creating circumstances where the cash pool header may either invest excess cash externally, or borrow externally to fund the cash pool.

Benefits of cash pooling

In addition to reducing the cost of external borrowing for groups by only paying interest on the net amount borrowed (i.e. by taking account of deposits made by other group companies), there are several other benefits of cash pooling for groups:

  • For companies participating in the cash pool, the parent company has full visibility of where cash is being held, and the funding needs of the group.  This can be particularly important when a group is acquisitive, and new companies and management teams are being integrated into the group, or in a largely decentralised group.
  • Foreign exchange exposures can be managed on a consolidated basis, netting and aggregating currencies throughout the group.
  • By having one major banking relationship over a number of jurisdictions, better terms can be negotiated with the third party bank, both with respect to securing lower interest rates on borrowing, and obtaining a better return on the group’s overall surplus.  This may be as a result of a treasury department with superior negotiation skills, or simply as a result of the size and importance of the relationship with the group to the bank.

 

  • It can reduce the transaction costs of moving money between bank accounts.
  • Fewer treasury staff are required in individual jurisdictions, saving on employee time and cost.

It should be noted that cash pooling arrangements are principally commercial arrangements, and it is unusual for these to be entered into solely for tax reasons.